Franklin Farris Jr
About Franklin H. Farris, Jr.
Franklin H. Farris, Jr. (age 74 in March 2025) is a certified public accountant and former KPMG audit partner with extensive public company audit leadership; he was appointed to CTBI’s Board on February 26, 2019, serving as Audit and Asset Quality Committee Chair, and retired from the Board on June 21, 2025 upon reaching the mandatory retirement age under CTBI’s policy . He also served on CTBI’s Risk and Compliance and Nominating & Corporate Governance Committees, and sat on the boards of subsidiaries CTIC and Community Trust Bank (CTB), including CTB’s Loan Committee . The Board deemed him independent and an “audit committee financial expert” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1984–2009 | Extensive public company audit; managing partner, Louisville office (2004–2009) |
| KPMG LLP (Louisville) | Managing Partner | 2004–2009 | Led office; client partner on accounting/auditing matters |
| Mountjoy Chilton Medley (MCM) | Audit Partner | 2009–2015 | Kentucky-based audit and advisory firm |
| Farris Advisory Services, LLC | Founder; CFO-type services | 2015–present | Provides CFO-type services to SMEs |
| Bluegrass International Fund (EB-5 Regional Center) | Chief Financial Officer | 2015–present | Finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants (AICPA) | Member | Not specified | Professional affiliation |
| Kentucky Society of CPAs | Member | Not specified | Professional affiliation |
Board Governance
| Committee | Role | Period |
|---|---|---|
| Audit & Asset Quality | Chairman | Through June 21, 2025; designated audit committee financial expert |
| Risk & Compliance | Member | 2024–2025 |
| Nominating & Corporate Governance | Member | 2024–2025 |
| CTB Loan Committee | Member | Ongoing during service on CTB Board |
- Independence: Board determined Farris was independent per Nasdaq Rule 5605 standards .
- Attendance: The Board held eight meetings in 2024; each director serving in 2024 attended at least 75% of Board and applicable committee meetings; Audit Committee met 13 times in 2024 .
- Election and shareholder support: Re-elected April 22, 2025 with 11,782,669 votes “For” and 246,670 “Withheld” .
- Retirement and chair transition: Retired June 21, 2025 at age 75 per policy; Audit Chair role transferred to Lead Independent Director Eugenia “Crit” Luallen .
- Executive sessions: Four executive sessions of non-management directors were held in 2024 .
Fixed Compensation
| 2024 Director Fee Schedule | Amount | Notes |
|---|---|---|
| Quarterly director retainer | $16,250 | Base cash compensation |
| Audit Committee Chair add’l per quarter | $3,125 | Role-based premium |
| Compensation Committee Chair add’l per quarter | $2,125 | Role-based premium |
| Risk & Compliance Chair add’l per quarter | $1,875 | Role-based premium |
| Nominating & Corp. Governance Chair add’l per quarter | $1,875 | Role-based premium |
| Corporate Retirement & Employee Benefit Chair add’l per quarter | $1,250 | Role-based premium |
| Committee meeting (day prior to quarterly Board) | $600 | Attendance fee |
| Special committee by telephone | $100 | Attendance fee |
| Other committee meetings (other days) | $300 | Attendance fee |
| 2024 Fees Paid to Director | Total Fees ($) |
|---|---|
| Franklin H. Farris, Jr. | $87,100 |
| 2025 Director Compensation Changes | Amount | Notes |
|---|---|---|
| Annual compensation (outside directors) | $55,000 cash; $20,000 equity stock award | Equity subject to shareholder approval of Amended & Restated 2025 Plan |
| Lead Independent Director stipend | $20,000 annually | Governance role premium |
| Joint Audit & Asset Quality Committee Chair | $12,500 annually | Chair premium |
| Compensation Committee Chair | $8,500 annually | Chair premium |
| Risk & Compliance Committee Chair | $7,500 annually | Chair premium |
| Nominating & Corporate Governance Committee Chair | $7,500 annually | Chair premium |
| Corporate Retirement & Employee Benefit Chair | $5,000 annually | Chair premium |
| Committee meeting fees (2025) | $750 Audit/Risk; $500 Comp/Nom/Retirement | Attendance fees by committee |
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| 2024 | No equity/option awards to directors; compensation was cash-based only |
| 2025 | Board made eligible for stock awards under Amended & Restated 2025 Plan; no director-specific performance metrics disclosed for equity grants |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| Community Trust Investment Company (CTIC) | Subsidiary | Director | Also listed on CTIC Board |
| Community Trust Bank, Inc. (CTB) | Subsidiary | Director | Member, CTB Loan Committee |
- No other public company directorships or external committee roles disclosed for Mr. Farris beyond CTBI/CTIC/CTB .
- Related-party transactions: CTBI discloses ordinary-course banking transactions with directors on market terms; no unfavorable features; no transactions involving Mr. Farris were identified in the proxy’s Item 404 section .
Expertise & Qualifications
- CPA with 37 years at KPMG (audit partner; managing partner of Louisville office), significant public company audit experience and international exposure .
- Post-KPMG audit leadership at MCM; founder of a CFO advisory firm; CFO of Bluegrass International Fund (EB-5 Regional Center) .
- Board-designated Audit Committee Financial Expert; deep financial reporting, internal control, and audit oversight expertise .
Equity Ownership
| Beneficial Ownership (Record Date Feb 28, 2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Franklin H. Farris, Jr. | 2,500 | 0.0138% (2,500 / 18,101,765) | Less than 1% per proxy |
| Alignment & Risk Policies | Disclosure |
|---|---|
| Hedging/Pledging | Board policy prohibits hedging and pledging a significant amount of CTBI equity by directors/executives (defined as the lesser of 1% of outstanding or 50% of owned shares) |
| Ownership Guidelines (Directors) | Not disclosed; 2025 introduced $20,000 stock awards to directors to improve alignment |
| Pledged Shares | None disclosed for Mr. Farris |
Governance Assessment
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Strengths: Independent director, Audit Chair, and Audit Committee Financial Expert designation; thirteen Audit Committee meetings in 2024 indicate active oversight; Board reports full compliance with ≥75% attendance threshold in 2024 .
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Shareholder support: Strong April 2025 election support (≈98% of votes cast “For” his re-election), and high say-on-pay approval at the 2025 meeting (11,538,978 “For”) signaling investor confidence in governance programs .
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Alignment: 2024 director pay was all cash; 2025 shift adds $20,000 equity stock awards for directors, improving alignment (subject to shareholder-approved plan) .
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Transitions: Retirement on June 21, 2025 under age policy; Board promptly named Lead Independent Director Crit Luallen as Audit Chair, preserving audit oversight continuity .
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Related-party/conflicts: No related-party transactions involving Mr. Farris disclosed; CTBI applies formal review/approval of related-party transactions via the Compensation Committee .
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RED FLAGS:
- Low personal share ownership (2,500 shares; ~0.014% of outstanding) may limit “skin-in-the-game,” though hedging/pledging restrictions mitigate misalignment risk .
- Audit Chair retirement mid-year could pose short-term continuity risk, but immediate appointment of an experienced lead independent director as successor reduces risk .